Disclaimer: I do not own The Walking Dead.

...

Night had crept its insidious way across the entire prison, marring everything in an inky blackness that even the faint wan light of the moon couldn't hope to dispel. The evening air was warmer, warmer than it had been before, but Carol couldn't help but shiver as they paced across towards the watch tower.

She rubbed her hands briskly across her arms, stopping and bumping solidly into Merle as he paused in the thick darkness.

"Mouse?" he grumbled. "The fuck ya doin' there honey?"

She smiled in the dark, "Well, I was following you-"

"It's so fuckin' dark, I can't see a damn thing."

"I hope there's a lamp in the tower," she said as he grabbed at her arm and pulled her with him. "At least one that works."

Their boots thudded softly up the steps of the tower, and she shrugged his hand from off her arm as she grasped the railings, feeling her way up the steps. She almost breathed a sigh of relief as they made their way to the top, Merle leaving her in favor of finding the rifle, her in favor of finding the small storm lantern in the control booth. "Pass me your lighter," she asked.

He came across and fumbled in his pocket, before pressing his lighter into her palm. She wished for a moment that this lamp was like the ones that most of them had in their cells-powered by batteries, but even as she thought that, she dismissed it. Batteries now were fast becoming a scarce commodity, and it made more sense that the lamps in the watch towers were powered by oil.

She primed the lamp carefully, her one hand sheltering the small flame of the lighter-even though she was inside the small glassed cubicle. She smiled as the small light spluttered then flared, and she guarded the light carefully as it shone within its small glass confines. The warm light pulsed and pushed back the darkness-even if it was only marginally.

Holding the lamp up, she shone its faint light around the tiny room, noting the tumbled messy pile of blankets shoved into a corner on the floor, and she ruefully wondered if any of them would get any sleep that night.

The door clicked softly shut behind her as she stepped onto the gangway, her gaze softly drifting across at Merle as he stood at the railings, the rifle that had been left there gripped loosely in his hand.

"Hey," she said, holding the lamp up as he turned to look at her.

"Ya know mouse. I been thinkin'."

She shrugged, "Sometimes it doesn't pay to think."

"Ain't that the truth sister," he said, raising his eyebrows as he stared at her, the faint light glinting in his eyes. "But, fuck yeah. I been doin' some thinkin', an' I want ya to be honest with me."

"What is it?" she asked as she stepped next to him, leaning down and placing the lantern on the ground. She grasped the railings, the cool chill of the metal cold under her palms.

"Ya reckon-" he started, then shifted next to her, glancing over the railings, his eyes squinting in the darkness as he looked down towards the fences. "Ya reckon we would've met, before all this shit?"

She paused, staring at the fence line in the thin light. It was hard to see much of anything, although the low moans of the walkers reached up and across towards them. She found that she had to concentrate and focus on the noise, and she wondered sadly at the fact that it now seemed so common place that the sounds of the walkers barely registered at all. It was a bad sign that they were all becoming so complacent to the sound of danger that surrounded them at all times.

"No," she replied, shaking her head. "I don't think we would have."

"Well. Ain't that a shit," Merle said softly. "I'd like to think that I would've known ya. But I'm a fuckin' fool for thinkin' crap like that. I was nothin' more than an asshole back then. We're different-an' yeah, yer right. We wouldn't have met."

"Maybe our lives would've crossed at some point, I really don't know-"

"But I do," he sighed. "We're...you an' me? We're from different places. I ain't nothin' but low class redneck trash. An' you? Fuck darlin'. You're so much better than me. You always have been."

"Merle?" she said softly as she looked up at him. In the faint yellow light he looked haggard, but as he turned his head towards her she felt her heart swell in her chest at his intense gaze. "Nobody is better than anyone else. All that class divide before? It doesn't mean a thing. Who is better than whoever else just because of money and position in life doesn't mean a damn thing. It didn't then, and it doesn't now."

"You an' him-"

She leaned over the railings, her eyes narrowing in thin wan light. She thought she could see Rick making his rounds around the perimeter. "He doesn't ever stop. He just keeps on checking the-"

"Rick? Huh. He ain't nothing more than a damn fool jackass," Merle grunted. "Mouse? I wished that you an' that fuckin' idiot ya were married to-" He looked quickly away from her, his eyebrows pulling downwards, a sneer almost clouding his face. "Yeah. Fuckin' Ed. He weren't nothin'. I don't know how the hell ya ended-"

Carol shrugged as she leaned against the railings. "He was Sophia's father. I don't regret that. I might regret everything else, but that? No, I don't. Not for one minute," she replied.

"Wished I could'a done more," Merle grimaced. "I weren't at my best when you first knew me."

"But I know you now. I wish things could've been different. You know how much I do. I would give anything to have her here. But she isn't," she sighed deeply, the breath catching in her throat. She missed Sophia with every breath in her body, but there wasn't anything that she could do, except hold the few pitiful memories of her locked deep within her heart. She fought back a sudden sob as tears welled in her eyes and as she blinked in the dark, she felt the wetness of them slip down her cheeks. "I miss her so much Merle."

She felt his arm slip around her waist and pull her close, and she pressed her face to his chest, feeling the fabric of his shirt pressing roughly against her cheek, smelling the sharp tang of him; sweat, cigarettes and oil. She inhaled deeply, taking comfort in him.

"I know ya do," he said quietly.

"There's just no point. No point anymore. She's gone, but there are others here that need me. I have to remember that. Lizzie, Mika, Luke. I have to do what I think is right. I need to protect them. I know you don't agree-"

"I ain't never said that, Carol," he said sharply. "It's jus' that ya ain't given' yerself no time to grieve."

"I'm doing what I think is right by those kids. Giving them tools to survive out there. Something that Sophia never got," she answered brusquely, trying to push herself away from him and grimacing as he didn't relinquish his hold on her.

"Ya got me all wrong, sugar. I get why you're doing what you're doing, I do."

"But what does it change, Merle? I can't ever bring Sophia back. It doesn't change any damn thing," she said tearfully, sagging in his embrace.

"It changes everythin' darlin'. Ya jus' ain't seeing it. But it does." He pressed his lips briefly to her forehead as he let his grip around her ease. They stood a few moments in silence, her head pressed to his chest, listening to the dull thump of his heart.

"Carol?" he asked almost fearfully, the tone of his voice thick and heavy. "There's somethin'...ah fuck it...hell. There's something that I need to say to ya, an' I know I ain't ever said before," he rasped. "An' I know if I don't tell ya now, I'm gonna lose my goddamn nerve for fuckin' sure."

She looked up at him curiously, wondering what it was that he suddenly wanted to tell her. She was about to ask when a sudden flash of light in the near distance caught her eye. She watched it for a moment, watched as the small pinprick of light faded in and out of the darkness.

"What is that?" she asked, placing a hand on his chest and moving away. "There? Don't you see it?" she gestured towards the fence lines.

"The hell?" He leaned against the railings. "Huh, it probably ain't nothin' more than officer friendly checking the perimeters again," he grunted in reply, shrugging.

"No," Carol frowned. "I don't think it is Rick. Stay here," she said as he moved to follow her. "You're right, it's probably nothing, but I'm going to look anyway."

She ignored his grumbled protests as she hurried down the steps of the watch tower, her eyes fixed on the flash of light as it grew steadily larger. Her ears picked up the faint tread of footfalls in the stillness of the night and she waited a moment before stepping quickly towards it.

She blinked in surprise as a flashlight shone in her face, and she squinted, reaching her hand out and grasping at an arm. She could just about make out the small form of a young girl with pale hair in the faint moonlight. "Lizzie?" she asked as the light dropped away from her and shone onto the concrete.

"I'm sorry, I didn't know anyone was out here," Lizzie said, glancing at the floor as she gripped the handle of the flashlight.

"Why are you out here?" Carol shook her head, unable to take her eyes off the young girl. She felt concerned that something was wrong-it was evident in the way that Lizzie refused to meet her gaze.

"I...I couldn't sleep," Lizzie replied breathlessly. "Please don't be mad at me. Mika said he was gone. I couldn't wait, I had to see. I'm sorry Carol."

"Who were you looking for?" Carol asked softly.

"He's g-gone and I...I couldn't see him," Lizzie started to cry, tears welling up in her eyes and slowly trickling down her cheeks.

"Oh sweetheart," she said, taking hold of Lizzie's hand, feeling the girls hand grip hers tightly. "It can't be that bad. Look, I'll take you back in to your cell, your dad must be worrying-"

"He doesn't know," Lizzie blurted out, "Please don't tell him, he'll only be mad and shout at me-"

"I won't say anything to him. It's okay," she said as they walked across the courtyard, the light from the moon bathing everything in a faint silvery hue as it poked out from behind thick heavy clouds. Carol paused at the entrance of the prison wing, frowning. "But you have to promise me that you won't do this again. It isn't safe out here. Do you have your knife?"

"Yes, I have it here, just like you taught us," Lizzie smiled shyly and patted at a small leather sheath attached to the belt at her waist. "Carol? Can you read me a story? I know it isn't story time but I don't want to go back just yet...and I like being with you. Please? I'm not tired."

Lizzie was looking up at her with those earnest blue eyes shining and brimming with tears and Carol felt her heart lurch tightly in her chest. She couldn't refuse her, how could she? "Of course I can," she said softly. "But just for a few minutes-"

Lizzie smiled at her happily, gripping her hand tighter. "I like you reading to me. I mean to us, of course. It helps make the monsters go."

Carol swallowed quickly as they walked towards her cell. Sophia always used to have that fear of monsters lurking under the bed and hiding in the closet, and she would insist on Carol sitting up with her, reading until she fell asleep."I had a daughter once," she said quietly, watching as Lizzie looked up at her in surprise. She nodded at the girls unspoken question and curiosity. "I always read to her at bedtime-"

"Where is she now?" Lizzie asked as they walked up the gangway, their boots clinking softly on the metal.

"She...she's gone."

"I'm sorry. She must have been special. I would have liked her, I know I would have."

Carol smiled wanly as they stepped into the cell, watching as the young girl clambered up and made herself comfortable on the bunk, tucking her legs underneath her, her eyebrows raised quizzically as Lizzie watched her intently.

"And I'm sure she would've liked you too," Carol answered, taking one of Merle's paperback books off the nightstand and replacing it quickly as she looked at the cover. She very much doubted that Lizzie wanted to hear a grisly crime story before she went back to her own bed. "I don't think there's anything here to read."

She sat on the bunk next to the girl, "I'm sorry Lizzie. Adult stories here only. You're far too young," she smiled as Lizzie gave her an almost indignant stare.

"Can you tell me about your daughter instead? I'd like to hear, please, Carol?"

Carol sighed again as she settled on the bunk, stiffening in surprise as Lizzie leaned next to her, her head resting against her arm. "Her name was Sophia, and I loved her very much," she started, remembering the times before the turn, how they'd lived-the happy memories of when it was nothing more than her and Sophia in their large house when Ed was away on one of his many business trips. Those were the happiest times that she could remember.

She spoke for a while, her voice soft and full of bright sad memories that reached out and painted the drab interior of the cell, and she found herself lost for a moment, caught up in the memories. She glanced to her side, and saw that Lizzie was watching her sleepily through half closed lids, and she nudged her gently. "Come on, time to take you back."

Lizzie grumbled, but let Carol walk her back to her own wing, her hand clasping Carols as soon as they'd left her cell. She smiled softly at the girl, reaching out and touching at her hair as they stopped outside the girls cell.

"Sweet dreams," she said as Lizzie paused hesitantly at the entrance, then she bit back a sudden sob as Lizzie turned quickly and wrapped her arms fiercely around her waist, before letting go and pushing the thin drape back from the entrance of her shared cell.

She could hear the soft slumbering snores of Ryan issuing from beyond, and she wiped at the unbidden tears in her eyes at the young girls sudden and unexpected gesture. With a heavy aching heart, she returned to her own cell and lay back heavily on the bunk, falling asleep quickly-her dreams a tangled nightmare of barns and death and of two young girls that watched her silently in the moonlight, both wearing large vivid smiles.

…

She thought she was still dreaming when she heard the first muffled sound of gunfire, and she woke groggily, pushing herself up with one arm, wiping at her eyes. She looked down at herself-she'd fallen asleep still wearing her clothes and boots, her knife still strapped to her waist. She felt a pang when she realized that she'd left Merle up in the watch tower on his own, after promising him that she would take the watch shift with him.

A second muffled thump echoed loudly throughout the prison, and she pushed herself quickly off the bunk, shoving the thick blanket at the doorway from her as she hurried down the gangway.

She saw Rick and Glenn across the floor and she hurried to meet them, "Rick, what's going on?" she asked in confusion.

"Walkers in D," Glenn spat out quickly.

"Oh my God... I don't understand-" she said, turning as Daryl came up to her, his crossbow ready in his hands.

"Ain't no time to explain," Daryl said quickly, "We gotta go and help them." He turned to Rick, "This ain't a breach, man."

"We followed the plan," Sasha shook her head in disbelief. "The tombs were locked down, Hershel was on guard. There's no way this is possible."

"We don't have time for this. Carol, grab a weapon. Come on, we've got to go!" Rick barked out abruptly. "Now!"

…

It was carnage, sheer damn carnage...there was no other word to describe the panicked mayhem that was going on all around them in D-block. There were walkers everywhere and they were attacking the residents, biting and clawing at them greedily. She felt nausea and panic grip her as she suddenly saw the two young blonde sisters huddled together, and she raced across, dodging a walker and swiftly stabbing it in the head with her knife as she raced towards them.

"Lizzie, Mika. Come with me now," she cried out, almost sobbing as the two girls looked at her with fear and relief. She wrapped her arms around them, quickly ushering them towards an empty cell. Mika clung onto her, her terrified distraught sobs wringing her heart. "Listen to me now, the both of you. You have to stay here-"

"Please don't leave us," Mika sobbed, "Please don't go-"

"I have to," Carol said quickly. "Just do as I say and stay here. I won't let anything happen to you. You'll be safe, I promise."

Lizzie looked at her in fear, "You promise? Please don't leave us Carol...Mom promised us she'd never leave, and she's gone-"

"I won't leave you," Carol urged. "I will be back for you both," she said, glancing over her shoulder. She fought back another sob as she watched in horror as Ryan fell heavily to the floor, one arm raised as he tried to push back the walker that was biting and tearing at his forearm. She saw Glenn emerge from nowhere, his blade lashing out and taking the top of the walkers head clean off. "I have to...I have to find your father. I will be back. I promise."

She shut the cell door, trying her damnedest to ignore the shrill sobbing cries of the girls as they hugged each other tightly, tears streaming down their faces.

…

"Ryan," Carol called out, "Ryan, please, come with me." He seemed dazed, and he looked up at her slowly, gripping his arm with his hand, blood flowing thickly through his fingers. "If we act now, I can save you, but you've got to come with me now. Please."

He surged to his feet and as she glanced over his shoulder, she saw Luke trip over and land sprawling on the ground on his back, his dark brown eyes wide with fear, his terrified pitiful cries reaching out to her. She felt frustration and desperation seethe within herself as a walker stumbled across to where he lay, knowing damn well that she couldn't reach him in time.

She twisted her head to the side as she grabbed quickly at Ryan, tugging on his uninjured arm, her eyes wide as she felt the air whistle next to her, and she watched in stunned disbelief as a dart thudded solidly into the walkers head, Daryl racing swiftly past her and quickly scooping the boy up in his arms.

"I got him," Daryl called out to her, and she nodded in relief as she pulled Ryan with her, his gait slow and stumbling as he gasped in pain, still clutching at his arm.

They got to his cell and she shoved the thin drape aside as she helped lower him to his bunk. He lay back on the thin mattress, his eyes closing in pain, sweat beading at his brow and running down his temples. "You...you can save me?" he asked.

"Yes, but I'm going to have to amputate your arm." She gripped her knife tightly, reaching down and picking up a leather belt from off the floor. "Here," she said as she awkwardly looped the belt with one hand and slipped it over his injured arm. She tightened it, and grabbed at a rag, holding it to his mouth. "You have to bite on this."

He looked at her in confusion as she reached her hand under his neck, twisting his head to face hers. "It's the only way, I'm sorry."

"It's happening, isn't it? But...you...you can save me?" he asked again.

She leaned over him, tears springing to her eyes as she saw the bite mark at the back of his neck. The frustration raged within herself again and she looked at him, shaking her head. "I'm sorry," she whispered, "I'm so sorry."

"My girls," Ryan said, closing his eyes and wincing against the pain. "Lizzie and Mika. You care for them, I've seen it," he breathed slowly, pain filling his voice. "They don't have anybody else. Kid's on their own, they don't have a chance. Can you look after them for me? Treat them like their your own?"

"Yes. Yes I can," she promised, looking up quickly as Lizzie and Mika entered the room, Mika's distraught wailing echoing throughout the cell.

"No...no," Mika cried. "Please, not my dad? No, please no."

Carol tore her eyes from them, looking back at Ryan, "You need to let them say goodbye. Okay?" she said, fighting back tears as she cupped his chin with her hand, her fingers softly stroking his thick wiry beard. "Okay?"

He nodded weakly in answer, and she felt the tears start to trickle down her cheeks and she sniffed quickly, biting at her lip.

"We have to let Doctor S look at him?" Mika pleaded. "Please?"

Carol shook her head, "I'm sorry. Honey, he's been bit. The doctor won't help." She turned away quickly as the girls held onto their fathers hand, she tried to block out Ryan's pain etched voice as he weakly said, "Take care of your sister."

Lizzie cried out suddenly, and Carol turned back to them, rubbing at her tear streaked eyes as they called desperately out to him. "It's time," she said softly.

"No," Mika wailed. "No."

"You can wait outside if you want, okay? But you know what I've got to do. What we're always supposed to do."

"We should be the ones to do this," Lizzie said softly, and Carol looked at her in surprise.

She desperately wished that she could spare them from this, from seeing their father in this way, but all the lessons that she'd been teaching them had been to prepare them for things such as this. She hated herself for thinking it, for saying it, noting the way that Mika was wrapping her arms around herself, shaking her head in denial.

"No," Mika whimpered. "I...I can't." She watched as her sister pushed her way past her, fumbling at her waist for her small knife.

"Lizzie?" Carol frowned, "Are you sure?"

"You taught us," Lizzie nodded firmly, her eyes never leaving her fathers now still and lifeless form. "You taught us. I can do it."

"You have to do it now, right now, okay?" she said, watching as Lizzie nervously approached her fathers body, the small knife gripped tightly in her hand. "Because you have to do it before he turns. I'll stay right here-you remember what I showed you to do?"

Lizzie nodded quickly to her, her hand shaking slightly as she touched the blade to her fathers head. She turned quickly, "I can't do it," she sobbed suddenly. "I can't. I'm sorry Carol. I can't do it."

"Lizzie," Carol called out, "Lizzie, it's okay. Go to your sister." She waited a moment as Lizzie shuffled across the room and as she pressed her knife to Ryan's temple, she heard the girls low sobbing, listened as Mika urged her sister to look at the flowers.

She glanced quickly over her shoulder, tears misting and blurring her vision as Mika wrapped her arm around Lizzie's shoulder, turning and making her face a small glass jar that held a few wild yellow flowers.

"Breathe Lizzie, please. Count to three with me. One...two-"

"No," Lizzie cried. "I...I can't-"

"You can Lizzie," Mika urged. "Look at the flowers. One, two...three-"

Carol turned away from them and pushed the blade firmly through Ryan's temple. She stayed silent for a moment, running her fingertips gently across his forehead. The sound of the girls sobbing was ripping and aching her heart and she turned back quickly, wrapping her arms around them and holding them close, feeling the dampness of their tears seep through her thin jersey top. "I'm sorry," she whispered as she held them close. "I'm so sorry."

…

"What the hell happened out there?" Rick demanded as he paced restlessly across the cell block floor.

Hershel shrugged as he leaned his weight to a table top, "You need to do something about those hogs Rick," he said quietly. "It's how this has spread. Birds and beasts. We're all at risk from this virus-"

"Ain't gonna fucking die from no stupid assed flu," Daryl ground out.

Carol sighed as she watched them. It seemed so stupid that something so simple could have caused the mayhem that it had. But it was true. All of it. They'd spoken to Doctor S, and he had confirmed it to the best of his ability.

"Going to call a Council meeting," Rick said. "Need to decide what the hell we're going to do about this."

They all looked up quickly as the outer door swung open abruptly, watching as Merle strode in with Michonne following quickly behind him. "Rick," he called out. "Ya need to see this."

Rick sighed, "What now?"

"The fences? They're gonna fuckin' fall. Ya got the mother load of fuckin' biters pushing against them-"

"It's true," Michonne agreed. "We need to do something about this."

Rick ran his hands through his hair, his eyes fixed firmly on the ground. "What fucking next?" he snapped tiredly.

...